Heelys, Inc. (Nasdaq: HLYS) and The Evergreen Group Ventures, LLC entered into a definitive asset purchase agreement under which an affiliate of Evergreen will acquire substantially all of the operating assets and assume substantially all of the operating liabilities of Heelys and its subsidiaries for $13.9 million in cash, subject to customary pre- and post-closing adjustments.

Heelys' cash and marketable securities, which totaled approximately $58.2 million as of June 30, 2012, will not be included in the assets to be acquired in the Transaction. The Transaction was unanimously approved by Heelys' board of directors.

The Board also unanimously determined that following the closing of the Transaction, the Company should be dissolved and liquidated pursuant to a plan of liquidation and dissolution. The Plan of Dissolution is conditioned on the consummation of the Transaction and obtaining approval of the Company's stockholders relating to such Plan of Dissolution. Following the closing of the Transaction and the payment of outstanding liabilities, along with the taking of other actions specified in the Plan of Dissolution, the Company intends to distribute the net proceeds of the Transaction and the liquidation and dissolution of the Company to the Company's stockholders in one or more liquidating distribution installments.